CStone Pharmaceuticals — AGM Information 2019

Apr 8, 2019

兗州煤業股份有限公司 YANZHOU COAL MINING COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1171)

Form of Proxy for Use at the Annual General Meeting for the Year Ended 31 December 2018 to be held on Friday, 24 May 2019

The Number of Shares Represented by the Proxy Form (note 1)

I/We (note 2) , Address

(note 2)

being the registered holder(s) of (note 1) H shares of RMB 1.00 each in the capital of Yanzhou Coal Mining Company Limited (the “ Company ”), HEREBY APPOINT (note 3) the Chairman of the 2018 annual general meeting of the Company (the “ AGM ”) or o f

as my/our proxy/proxies to attend on my/our behalf at the AGM (and/or at any adjournment thereof) to be held at the headquarters of the Company at 298 South Fushan Road, Zoucheng, Shandong Province 273500, the People’s Republic of China at 8:30 a.m. on Friday, 24 May 2019. The proxy/proxies will vote on the resolutions listed in the Notice of AGM as hereunder indicated or, unless otherwise indicated or if no such indication is given, as my proxy/proxies think(s) fit:

RESOLUTIONS	RESOLUTIONS	FOR(note 4)	AGAINST(note 4)	ABSTAIN(note 4)
1.	Ordinary Resolution: “THAT, to consider and approve the workingreport of the Board for the year ended 31 December 2018”.
2.	Ordinary Resolution: “THAT, to consider and approve the workingreport of the supervisory committee for the year ended 31 December2018”.
3.	Ordinary Resolution: “THAT, to consider and approve the auditedfinancial statements of the Company and its subsidiaries for the yearended 31 December 2018”.
4.	Ordinary Resolution: “THAT, to consider and approve theproposed profit distribution plan of the Company for theyear ended 31 December 2018 and to authorize the Board todistribute an aggregate cash dividend of RMB2,652.5 million (taxinclusive), equivalent to RMB0.54 (tax inclusive) per share to theShareholders”.
5.	Ordinary Resolution: “THAT, to consider and approve theremuneration of the Directors and supervisors of the Company forthe year ending 31 December 2019”.
6.	Ordinary Resolution: “THAT, to consider and approve the renewalof the liability insurance of the Directors, supervisors and seniorofficers of the Company”.
7.	Ordinary Resolution: “THAT, to consider and approve theappointment and remuneration of external auditing firm for the year2019”.
8.	Special Resolution: “THAT, to consider and approve theamendments to the Articles of Association of Yanzhou Coal MiningCompany Limited”.
9.	Special Resolution: “THAT, to consider and approve the Proposalin respect of the provision of financial guarantee(s) to theCompany’s subsidiaries and the granting of authorization to YancoalAustralia Limited and its subsidiaries to provide guarantee(s) inrelation to daily operations to the subsidiaries of the Company inAustralia”.

10.	Special Resolution: “THAT, to consider and approve the Proposal
	to authorize the Company to carry out domestic and overseas
	financing businesses”.
11.	Special Resolution: “THAT, to consider and approve the Proposal
	regarding the general mandate authorizing the Board to issue
	additional H shares”.
12.	Special Resolution: “THAT, to consider and approve the Proposal
	regarding the general mandate authorizing the Board to repurchase
	H shares”.
13.	Ordinary Resolution: “THAT, to consider and approve the	CUMULATIVE VOTING(Note 8)
	appointment of non-independent Director”.(Note 8)	(Please insert the number of votes)
13.01	to consider and approve the appointment of Mr. Liu Jian as a non-
	independent Director of the Company.

• The details of the above resolutions are included in the board resolutions announcement of the Company dated 29 March 2019 and the 2018 annual report of the Company.

Signature (note 5) :

Date: ____________________

Notes:

• Unless otherwise specified, capitalised terms used for the resolutions have the same meanings as defined in the board resolutions announcement of the Company dated 29 March 2019.

1. Please insert the number of shares in the Company to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name.

2. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company.

3. If the person other than the Chairman of the AGM is to be appointed as proxy, please delete “the Chairman of the 2018 annual general meeting or” and insert into the blank space the name and address of the proxy appointed. Each Shareholder is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy need not be a Shareholder. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.

4. Important: If you wish to vote for any resolution, tick in the box marked “ FOR ”. If you wish to vote against any resolution, tick in the box marked “ AGAINST ”. If you wish to abstain from voting on any resolution, tick in the box marked “ ABSTAIN ”, and your voting will be counted in the total number of votes cast in that resolution for the purpose of calculating the result of that resolution. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This form of proxy must be signed by you (or by your attorney duly authorized in writing). If you are a legal entity such as a company or an organisation, this form of proxy must be under the seal of the legal entity or be signed by its director (or responsible person) or a duly authorized attorney.

6. To be valid, this form of proxy, together with the power of attorney or other documents of authorization under which it is signed, must be delivered to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the AGM or any adjournment thereof.

7. A proxy attending the AGM must present his proof of identity.

8. IMPORTANT :

Pursuant to the articles of association of the Company, voting at the general meeting in respect of resolution No. 13.01 in relation to the appointment of director shall be conducted by way of cumulative voting. In respect of these resolutions, you are entitled to a number of votes equivalent to the number of shares held by you multiplying the number of the director candidates. When you fill in the “cumulative voting” space, please fill in accordance with the following instructions:

• (a) In relation to resolution No. 13.01, for every share held by you, you will have the same number of voting rights which equals to the number of director to be elected. For instance, if you are holding 1 million shares and 1 non-independent director will be elected at this general meeitng, the aggregate number of votes which you will have will be 1 million (i.e. 1 million shares x 1=1 million voting shares) for resolution No. 13.01.

• (b) No ballot will be cast “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding voting right in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum voting right under each resolution and unnecessarily the integral multiples of the number of shares held by you. If you mark “ ✓ ” in the blank against the name of each candidate, it will be deemed to cast your total voting right equally amongst the corresponding candidates.

• (c) Please note that in case there are a number of candidates, you may either cast all your votes to one of the proposed candidates, or cast them equally or diversely to more than one of the proposed candidates. For example, if you are holding 1 million shares, and supposing the number of votes you have regarding the relevant resolutions is 6 million. You may choose to cast every 1 million votes out of the total 6 million votes equally among the 6 candidates or to cast all your votes (6 million) on one candidate; or to cast 3 million votes on candidate A, cast 2 million votes on candidate B, and cast 1 million votes on candidate C, etc.

• (d) In case there are a number of candidates, the total number of your votes cast on these numbers of non-independent director candidates shall not exceed the aggregate number of votes to which you are entitled. However, if the total number of your votes exceeds the aggregate number of votes to which you are entitled but if your votes are cast to only one candidate, the ballot will be deemed valid and will be counted as the maximum voting right held by you.

• (e) Please especially note that in case there are a number of candidates, when the total votes cast by you on some candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; when the total votes cast by you for some candidates are less than the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, and supposing the total number of your votes which may be cast on the relevant resolutions is 6 million: (i) if you fill in the “cumulative voting” space under a particular candidate director with “6 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director(s). In this case, should you fill in the blanks under the relevant resolutions of the other candidate director(s) with any number of shares (other than 0), all your votes on the relevant resolutions will be invalid; or (ii) if you fill in the “cumulative voting” space under candidate A with “3 million shares”, under candidate B with “1 million shares” and under candidate C with “1 million shares”, the 5 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes.

• (f) Where the votes cast for a particular candidate for director are more than half of the total number of shares with voting power held by all shareholders attending (before cumulating), such candidate shall be elected as the director.